Equestria (SOS) Orochimaru's Cruel Strength
by VaronTheUnbelievable
Summary: Orochimaru's forces are weakened and now even gaining the sharingan is out of his reach. To regain his power and finally destroy the leaf village Orochimaru creates a portal to other worlds in the hope of escaping into one and gain more power. Soon he discovers the peaceful world of Equestria. A defenseless world full of magic. Now Equestria only hope lies in the hands of the leaf
1. Chapter 1) the Mysterious Stranger

It was a beautiful day in Ponyville. Fluttershy was talking a walk through the white tailed woods. A storm had hit that area the previous night and she wanted to be sure none of the animal's homes were destroyed. The storm was very strange because she knew Rainbow Dash had cleared the skies, and the storm was only over this portion of woods. All of her friends had written the storm off as Rainbow Dash just being lazy and missing a few clouds, although she swore she had gotten all of them. Fluttershy was convinced the storm was not natural however because from what she could see the storm did not have any rain and the lighting seemed to have been starting at the ground and heading to the sky. Fluttershy was relieved to see the forest was not badly damaged only a few dead trees had fallen and a few small branches laid here and there. Fluttershy walked a few more feet when a rabbit ran up to her.

"Hello there little one." she said happily. "Did you and your family make it through the storm ok?" The rabbit shook his head yes and started to motion for her to follow him. "What is it?" Fluttershy asked, and followed the rabbit for a few hundred feet. They eventually came to a small portion of the forest that was completely destroyed. Fluttershy gasped at the sight, most of the trees were knocked down and the grass was uprooted.

"All my goodness!" She cried out. "wh.. what could have done this?!" She nervously scanned the sky for dragons then she noticed it. The strange creature lying in the middle of the destruction. The creature's head was rounded and its front limbs had five long digits instead of hooves, its back limbs were covered by shoes. Fluttershy was scared by the sight of the new creature, but she also felt some compassion because it looked hurt. It had not moved since she saw it so she built up the courage to take a closer look. As she got closer she could see a few small cuts on the creature's arms and a small puddle of blood under the creatures head.

"Umm hello." she said. After ten seconds had gone by without getting an answer she pushed her nose against what she thought was the creatures white mane and jumped back quickly. After still no response she started to fear the worst. Was this creature dead? She started to turn the creature over when it suddenly grabbed her left hoof. She screamed in terror and struggled to get away. After a few seconds of fighting she broke free and galloped out of the woods.

Twilight Sparkles was in her house happily reading a book. She was just finishing the chapter she was reading when somepony started franticly knocking on her door. She got up and started to open it, Fluttershy flew into the room so fast it knocked Twilight off her feet.

"What in the world?!" she said, shocked as she got up. She looked over at her table to see Fluttershy cowering under it. "Umm Fluttershy why are you hiding under my table?"

"Because Twilight there's a horrible creature in the woods! It destroyed part of the forest, grabbed my leg, and probably is hunting for me right now!" Normally Twilight would have laughed a story like this off, but she knew Fluttershy could easily identify any animal in the forest and would not be this scared of one.

"So, what did this creature look like exactly?"

"Did it have teeth so large it could bit a dragon in two, or claws the size of trees?"

"Rainbow Dash!" Twilight said annoyed. Looking up at a window. "How long have you been listening in?"

"Just a few minutes." Rainbow Dash replied as she landed next to Twilight. "I saw Fluttershy fly in here like a mad pony and wanted to see what she was so worked up about, so Fluttershy tell us about your monster." Fluttershy described what the creature in the woods looked like. "Wait just a minute Fluttershy." Rainbow said not really believing the story, "You're telling me something like that burned down a portion of the forest and chased you out of the woods?"

"Well not exactly." Fluttershy replied coming out from under the table but still shaken. "It was laying down when it grabbed me, but it had blood around its head."

"Well if it was sleeping or hurt it might still be there. I'll go take a look and be back in a flash." Rainbow said, confidently and took off.

"Wait." Twilight said, before Rainbow Dash could leave. "From how Fluttershy described it this creature might be hurt and you Rainbow Dash are probably not the first pony it should meet."

"What do you mean by that?!" Dash asked as she landed.

"Remember how we first met?" Twilight asked.

"Of course I still remember, remember how funny you looked with the messed up mane and tail." Twilight glared at Rainbow Dash as she giggled.

"Anyway we should all go to the forest and investigate." Twilight said. Rainbow go find Rarity and ask her to bring some cloth we can use for bandages, and then find Applejack and ask her to bring a cart….. And if you run into Pinky Pie she can come too, then meet me and Fluttershy at the edge of town."

"All right! A creature hunt!" Dash said excited. "I'm on it." After Dash flew out of the room Twilight turned to Fluttershy.

"I need you to lead us to where you found the creature. Do you remember where it was?"

"Yes," Fluttershy answered nervously, "but I do not want to go back there."

"It will be ok." Twilight assured her. "All your friends will be with you and the creature might need our help."

"But shouldn't we wait for Spike to get back?" Fluttershy asked, trying to stall for time.

"Spikes out running errands. He will not be back until late tomorrow, but we cannot wait until then I mean that creature might be dying!" Fluttershy tried to think of another excuse, but her conscience got the better of her.

"All right." She sighed and reluctantly walked out the door.

It took around five minutes for them to get to the edge of town where the other ponies were already waiting for them.

"Why do you need us all here?" Applejack asked. "Rainbow was going on about some type of creature in the woods."

"All explain along the way girls." Twilight answered, "but let's get started. Rarity did you bring cloth and bandages?" Rarity opened a giant bag that was sitting in front of her that contained about every color of cloth you could imagine.

"I just hope I can get any stains off these once were finish. I could not forgive myself if any of my cloths got ruined, and could some pony carry this?" Rarity asked. "It is dreadfully heavy."

"Let's just get going." Twilight said, "we need to hurry." Rarity put the bag of cloth in the cart much to Applejack disliking and followed Twilight.

The six ponies had been hiking for about half an hour in the woods.

"Looks like where getting close." Twilight said noticing the minor damage to the forest.

"It's just up ahead." Fluttershy answered, as she started to move to the back of the group.

"Look what that mean old storm did to these branches." Pinky said prancing. "or did the monster do this?"

"Probably a lazy Pegasus." Applejack commented. Rainbow Dash glared at her.

"Look I already told you, but all say it again! I cleared every bit of sky yesterday!"

"Ok girls stop fighting." Twilight said. "It looks like there's a clearing up ahead."

"That's it!" Fluttershy said nervously, and stopped moving forward. The five ponies entered the clearing and all gasped because the creature was still lying in the middle of the clearing.

"What in the name of Celestia is that?!" Rarity asked thinking about joining Fluttershy in the back.

"Don't worry." Rainbow Dash said to Rarity. "It's obviously dead."

"Dead!" Pinky screamed. "As in dead, dead!?"

"What other kind is there?" Rainbow asked.

"Well there's stone dead, really dead." Before she could continue Rainbow put her hoof over her mouth. Twilight went ahead of the group and approached the creature slowly.

"Hello." She said, a little nervous. "Are you ok?" The creature just grunted a little, then looked up. The creature and Twilight both gasped, and jump back a few feet when theirs eyes met.

"Please don't hurt me!" The creature cried out. "I don't know where I am or!…"

"It's ok." Twilight said softly. "We're not going to hurt you in fact we're here to help. My name is Twilight Sparkles and these are my friends."

"Really." He replied relieved as he looked at the ponies like they were the strangest thing he had ever seen. "You're not going to hurt me?"

"Of course not." Twilight assured him. "Do you have a name?"

"Yes it's, I can't, all I can't remember it." He said, worried as he put his hand on the wound on his head.

"Here." Twilight said. "Let my friend Rarity put some cloth on that wound. It will help stop the bleeding and prevent it from getting infected." Rarity used her horn to pull out some cloth and some antiseptic.

"Wow how can you do that?!" The creature asked as he got up looking at Rarity surprised.

"Um Magic." Rarity answered a little nervous a she approached him. The strange creature noticed Rarity's nervousness.

"It's ok." he said, trying to make her feel better. "I won't hurt you either. I think I'm as scared of you as you are of me." That made Rarity feel a little better has she handed him a blue cloth with some antiseptic on it.

"Here put this on your wound, and I apologize for sounding nervous but no pony has ever seen anything like you and you look rather strange to us."

"That's it!" Pinky screamed. Which made everyone jump as she started to hop around them. "That's what we can call him Stranger, at least until he remembers his name."

"Sorry about her." Twilight said, in an embarrassed voice.

"It's fine." Stranger replied, as he removed his glasses and pulled his white hair away from his wound and placed the banged on it. "I have hyperactive people in my village. I remember that much and I guess Stranger is as good of a name as any. I mean I cannot remember what mine is or if I had one."

"Well I'm sure you memory will return in time." Twilight assured him as she used her horn to tie the cloth in the back.

"Seriously how are the two of you doing that?"

"Like Rarity said magic." Twilight replied a little surprised he did not know about it. "Don't they have magic where you're from?"

"No," Stranger answered. "This is incredible can all of you do that?"

"No, just unicorns." Twilight answered back.

"Well we don't have unicorns in my world either. I remember that as well."

"Well at least you remember something's." Twilight said in a happier voice. "All and forgive me I should introduce my friends me and Rarity are unicorns, and we can cannel magic through our horns. Pinkie Pie and Apple Jack are earth ponies."

"Hello." "Howdy." They both said.

"The Pegasus in the back of the group is Fluttershy." She just smiled and then put her head down.

"And lastly that's Rainbow Dash."

"The one and only!" She said with confidence in her voice. "I'm the fastest Pegasus around." Rainbow Dash then took off and flew around them quickly.

"Wow!" Stranger said a little surprised. "You were not lying, you are fast! So, how many different species of ponies are there?"

"Just those three." Twilight answered.

"Hey." Applejack cut in. "I know ya all are getting to know each other, but it's going to be dark soon and we should be out of these woods before that happens."

"She's right." Twilight agreed. "Stranger why don't you come with us? Maybe you will remember more after you get a good night sleep."

"Well ok, but where will I stay?"

"You can stay in the library with me." Twilight replied. "My assistant Spike is out of town and I have a spare bed."

"You don't have to do that." He replied a little shocked at the act of kindness. "I mean we just met, and I would hate to become a bourdon to you."

"You won't at all, and besides I really want to learn more about your world, and I have plenty of books about mine!"

"Well ok then." He said. "Lead the way."

"Why don't you rest your feet, and ride on the cart we brought." Applejack asked. "I can pull ya."

"No, thanks walking might help my memory start to come back. By the way." He said turning to Fluttershy. "Have we met before? Because I know this is odd but I have the feeling I have seen you before."

"Well um um." Fluttershy mumbled, nervously trying to form words.

"She was the one who found you first, and she thought you were a monster, and then ran out of the woods." Rainbow Dash said starting to laugh. "She even hid under a table." Fluttershy's face grew red with embarrassment.

"Well I'm sorry if I frighten you. To be honest I was scared too when I first met all of you."

"It's ok." Fluttershy said softly feeling a little more comfortable. "It's just I saw that part of the forest was destroyed and I thought you had caused it."

"Hey!" He shouted excitedly. Which made Fluttershy jump a little. "I just remembered why I came here! I am a scientist and I built a machine that can travel to other worlds, so I could explore them and hopefully share technology."

"That's so neat!" Twilight replied. "Do you remember anything else?"

"Not yet, Fluttershy bringing up the destroyed portion of forest caused some of my memory to come back. The destruction must have been caused by the portal."

"Why does it destroy forests!?" Pinky asked. "That just seems so mean and you seem so nice."

"Well, it's not supposed to that. The machine must have malfunctioned and that's why I was knocked out. I'm so sorry for the portion of the forest that was destroyed. I hope no one was hurt."

"The damage was only done to that small portion of forest." Twilight replied. "As much as would love to continue our talk we should hurry if we want to get back to Ponyville before dark."

"Well I'll see you all tomorrow then goodnight." Rainbow Dash said as she flew off.

"Well let's get going too." Pinky said and skipped along in front of everyone.


	2. Chapter 2) Stranger's Identity Reveled

Thirty minutes later they all reached Ponyville, and each pony went their separate ways at that point.

"Well here is our town." Twilight said, as her and Stranger walked under the freshly risen moon. "The library is just up ahead."

"Thanks again for letting me stay with you Twilight. I don't know what I would have done if you and your friends hadn't shown up."

"No trouble, I just did what any pony would have done." She replied as she used magic to open her door.

"Wow this is amazing!" Stranger said happily staring at the many shelves of books that were carved into the tree. "I love reading. Seeing all these books just makes me what to forget about sleep and read." A big smile formed on Twilight's face because she had spent countless nights doing just that.

"So, you like to read and learn." Twilight said happily thinking how strange it was that even though she and Stranger were so different they also had many similarities. "See you just remembered something else about yourself!"

"I never forgot that! As I said earlier the reason I build that portal was to find other worlds in the hope of creating technology trades and making new friend that share the same passion that I do."

"Well you made six friends already and I'm sure you will make many more, I love reading too but you really should get some sleep."

"I don't think sleep will help me remember anything but reading books might." Stranger answered, hoping Twilight would let him read a book or two. Twilight laugh a little and used her horn to pull down a book.

"Here is a book about magic; you seemed to be curious about it."

"Thanks!" Stranger replied excited as he sat down and started to read it. "While you're at it do you have any books on your culture?" Twilight pulled a book off the shelf and gave it to him. Stranger sat it on the table. "Ok, sorry to keep asking for books but do you have any books on the three different types of ponies, all and on cities and government, what about geography and wildlife?"

"Wow." Twilight said laughing and pulled the books he wanted from the shelves. Twilight and Stranger spent hours reading and looking over the books and sharing different information about each other's worlds. Stranger often had a hard time remembering things but he shared what he could.

"So," Stranger said. "You're a student of the ruler of Equestria Princess Celestia?"

"Yes." Twilight replied as she used here horn to pour some tea for her and Stranger. "I'm here studying the magic of friendship. Princess Celestia is my friend and mentor she raises the sun and her sister Princess Luna raises the moon, and together they maintain harmony in Equestria."

"Luna." Stranger replied a little surprised. "I thought I read something about her being evil."

"She was for a short time." Twilight replied, "but the elements of harmony ýou read about earlier turned her good. So, enough about my world do you remember how your leader is like?"

"Well Twilight my world is not as good as yours is. It has five different lands and all each of them does is train soldiers called Shinobi to fight and kill or steal resources from other nations, and war often breaks out over minor disagreements." Twilight was shocked by what she heard. Could a world like that really exist?

"That sounds horrible." she said sadly "I'm sorry you have to live in a world like that."

"Well it definitely has its problems." Stranger replied, "but discovering your world has given me some hope that there is a chance that one day my world will end up like yours."

"Well" Twilight said. Trying to thinking of anyway she could help Strangers world. "Maybe me, my friends, and Princess Celestia could go back with you to your world and share what we know about friendship and harmony. I'm sure the Princess would love to meet you." Before Stranger could reply the door opened and light entered the room.

"Hi Twilight." Spike said. "I'm back."

"We must have stayed up all night." Twilight said laughing. "All well. Spike I want you to meet my new friend!"

"Umm Hi." Spike replied a little confused. "What kind of creature is this Twilight, and where did you find him?" Spike sat down and Twilight explained all the events that had occurred to Spike while he was gone.

"It's so neat that there are actually other worlds out there." Spike said amazed. "So what's next Stranger, are you going to be living in Ponyville?"

"To be honest now that its light out and I remember more about myself I kind of what to go back to the area that you found me in and look it over to see if I left anything behind."

"Well ok," Twilight said a little surprised, "but are you sure you want to leave so soon? I mean I thought I could show you around Ponyville today, and introduce you to Princess Celestia later."

"Twilight I'd love to see your village and meet your Princess now, but knowing me I probably brought important information with me and I do not want it to get destroyed. I might have even brought a book along about my world."

"Well if you can find me a new book." Twilight said jokingly "We should leave imminently! Spike can you please put these books away? We should not be gone long."

"Sure." Spike replied. "Have fun."

Half an hour later Twilight and Stranger had returned to the spot where the portal had opened.

"So what are we looking for exactly?" Twilight asked. As she scanned the surrounding area for anything unusual.

"Something that does not belong in your world I guess. I am not really sure if I even brought anything." Twilight and Stranger spent the next ten minutes searching the area for anything that might belong to him. Twilight was beginning to think that the whole search was just a wild pony chase when she spotted a brown backpack in a bush in front of her. She used her horn to pull it towards her, but when she did the strap came lose and the contents spilled out which was a scroll, a book, and some food and water. Twilight got excited because she knew this was not from any pony.

"Stranger!" she screamed exited. "I found something!" A few seconds later Stranger showed up and looked at the pack.

"I remember this! It's my work pack, in fact seeing that helped me remember everything!"

"That's great! So, what is your real name?" Twilight ask anxious to finally learn it.

"Kabuto." He replied happily. Kabuto then picked up the scroll and opened it.

"What are you doing?" Twilight asked as Kabuto started to make a hand sign. A few seconds later he slammed his palm in the middle of the scroll. Twilight shielded her eyes as blue light started to come from the scroll, small bits of electricity went out in all direction. Twilight quickly took cover and turn to see what would happen next. A few seconds later the electricity and blue light stopped and a large blue portal was opened. Twilight's eyes grew wide with amazement at the sight before her.

"Sorry Twilight." Kabuto said turning to look at her, "but the more I remember. The more I realize I have to go back to my world at once."

"But Kabuto!" Twilight said shocked. "You can't leave now! I mean I thought you wanted to see my world, and don't you want to say goodbye to everyone else?"

"I do Twilight." Kabuto replied, "but I have family and friends back home that are worried about me and I want to prefect the portal so it will work properly. The electricity you saw should not have happened and I barely got the portal to stay opened."

"But can you wait a minute and take me to your world?" Twilight replied hopefully. "I can teleport back home and tell Spike where I'm going and let the others know not to worry about me. It should only take a few minutes. Plus I can always come back to my world in a few days."

"Sorry again, Twilight but I cannot guarantee the portal will work again, and I could never forgive myself if you were trapped in my world away from your friends."

"I…I understand." Twilight sighed sadly. "Will you be back soon?"

"I hope so," Kabuto replied. "Once I perfect the portal you can come visit, and I will show you my world and we can spend all night in my library." Kabuto said jokingly.

"I'll defiantly be looking forward to it." Twilight said trying to hold back tears.

"Goodbye Twilight, and thank you for all the kindness you and your friends have shown me. Tell them goodbye for me, and I know this isn't much but here." Kabuto pick up his pack and handed Twilight the book. "This book contains some general information about my world." Twilight smiled and took the book then hugged Kabuto.

"Goodbye for now." She said. As small tears fell from her eyes. "I'm so glad we become friends."

"I am to." Kabuto replied, "and I will be working on the portal day and night until it works properly, and when I come back here hopefully are two worlds can learn from each other."

"I now they will." Twilight said. "Hopefully we can give the gift of true friendship to your world and help its people become at peace with each other."

"I'm sure you will. Good bye for now." Kabuto said as he stepped into the portal. A few seconds later the portal closed and Twilight was left standing alone. The scroll still laid on the ground, but soon disappeared as well. She was sad that he was gone but also was happy that he would be back one day. She used her horn to pick up the book he left her and started reading it as she headed back to Ponyville.

Kabuto emerged in a dark and gloomy room; the only light source came from small touches that were spaced out across the wall.

"So how was this world?" An evil voice asked out of the darkness. "Any better than the last one?" A sinister grin appeared on Kabuto face.

"Much better, in fact I think I finally found what we have been searching for." Orochimaru stepped into the dim light reviling his pale white skin and his yellow serpent eyes.

"Excellent." He replied. "Tell me who are these poor fools?"

"The world I went to is occupied by get this, talking ponies. They call their land Equestria, and they are all very trusting and know nothing about true war which means there completely defenseless." Orochimaru smiled sinisterly. "All and here's the best part some of the ponies can use magic and analyzation of their magic shows it is similar to our chakra. Meaning they will be perfect subjects for your experiments." Orochimaru's eyes gained an evil glee joining his sinisterly smile. "I gained more intelligent as well and recorded all of it on these." Kabuto reached into his pocket and pulled out a stack of cards. Orochimaru took the cards that had the information about magic from Kabuto and started reading them.

"They must be trusting if you managed to get all this information in that short amount of time. Too bad it was place in the wrong hands."

"The unicorn I had the most contact with was a trusting fool by the name of Twilight Sparkles who was happy to share her knowledge with me." Kabuto started laying out the remaining cards on a table. After reading for a few minutes Orochimaru smiled again.

"It's all most sad using such useful power for such meaningless tasks, and living under the delusion everything can be solved by friendship. Won't they be in for a shock when reality comes crashing down on them."

"It will defiantly be a wakeup call." Kabuto replied. "However that probably would not be a good thing. Even though they cannot use their magic as major offensive weapons at the moment there is no guarantee it will stay that way if we conduct an outright full scale invasion."

"You're correct." Orochimaru replied. "The last thing I need is more interruptions. Anytime we try anything here the miserable leaf village interferes, and now even Sasuka is too strong. I need to step into the shadows for a while in a place where I can conduct my experiments in peace and develop more jusu."

"Working in the shadows should be easy enough. As fortune would have it the first pony I came in contact with is not like the others. In fact she's been kidnapping and killing in the area undetected for years. She even tried to kill me when we first met. She probably will be able to get us fresh corpses, and that would make it wise to make an alliance with her."

"Fortune does seem to be on our side with this world." Kabuto knelt down in front of Orochimaru and put his finger on a blank card. A few seconds later a map and writing appeared on it.

"Using the information I gathered I came up with a plan that will allow us to stay hidden, but at the same time give us access to all the magic and information we could ever want. Of course we will still need human test subject from our world so travel back to it will be necessary from time to time." Orochimaru studied Kabuto's plain for a few seconds.

"You are a devious one." Orochimaru commented. "Order all my remaining forces to start conducting it at once."

"Yes, Lord Orochimaru." Kabuto said standing up. "We can be in Equestria by tonight."

"Excellent." Orochimaru replied. "Soon we will disappear from these world becoming nothing but a bad dream to the people of the leaf, let them have their war with the Akatsuki. Meanwhile we will be in another world building up or forces and gaining more power, and then when I am all but forgotten I will return and grid the leaf village into dust!"


	3. Chapter 3) Shikamaru's Report to Tsunade

Two days had passed since Kabuto had gone back through the portal. It was late in the evening and Fluttershy was helping a family of ducks that had wondered into town get back to their nest before dark.

"Come on everyone." She said kindly. "We want to get the little ones back home before dark." Fluttershy looked at the sky above the lake. The sun was setting, but a bit of light could still be seen over the horizon. Her head started to turn in the direction of the ducks when she noticed a shape which she thought was a pony sitting near the edge of the lake. The darkness made it difficult to tell who, or what it was exactly though. Fluttershy began to focus in on it, but her concentration was broken by a squirrel coming out of the woods in front of her.

"Hello." She said, happy looking down at the squirrel. The squirrel smiled back and handed her an acorn. "AWWW thank you!" She said, as she took the acorn. "I know you like to share your acorns, but it's getting late so you need to get to bed. As soon as I get these little ducklings to bed I'll be going home as well." The squirrel shook it's head yes, and pick up another acorn and motioned to the figure near the lake. Fluttershy got the message. "Ok, I'm sure that pony would like an acorn too, but be sure to go home after that." Fluttershy watched as the squirrel ran towards the figure by the lake. Out of the corner of her eye she saw two of the five ducklings beginning to wonder away from the group.

"All no." She said. Playfully getting in front of them. "You need to stay with the rest of your family. There will be plenty of time to explore tomorr…" Before Futtershy could finish she heard a brief cry from the squirrel, and then silence. Futtershy quickly looked towards the lake but there was nothing. The figure by the lake was gone and the squirrel was nowhere to be seen either. "Maybe it was just the wind." Futtershy tried to convince herself.

"Come little ones." She said nervously. "Let's get you to your nest." Futtershy just wanted to get the ducks home and then get back to the safety of her own home. For some reason an uneasy feeling was creeping up on her. The kind of feeling that happens right before something very bad happens. Futtershy approached the edge of the lake where the duck's nest was located.

"Here we are." she said peacefully. The ducks however were not at peace they were quacking and acting strange. "What is it?" She asked and looked in back of her. She then gasped in horror at the sight before her. The squirrel was lying dead by the lake. Its neck looked as if it was nearly twisted off. She could not stand to look at it a second longer, Fluttershy looked down at the water in front of her to avoid seeing the horrible sight that lay on the bank. She was breathing heavily wondering what to do when she noticed it was not her reflection staring back at her. The face staring back at her was white with yellow eyes, and the water was slowing moving its long black hair. Futtershy was still in a bit of shock from seeing the dead squirrel so she really did not know what to think. Was this a mirage from the dim light, or was it a hallucination caused by the shock? Before Futtershy could really think about it she got her answer. The reflection burst out of the water right in front of her. Its cold yellow eyes stared right into hers, and then its month open and an unusually long tongue come out.

"Don't tell anyone or I'll come for you." Orochimaru said. In the most evil voice Futtershy had ever heard. Futtershy's eyes widened with horror. She tried to scream but her throat muscles were paralyzed. Orochimaru's swaying tongue took the form of a snake right before Futtershy's terrified eyes. Futtershy started to shake with uncontrollable fear as five more snakes started to come out from under the sleeves of his arms. The snake that was once Orochimaru's tongue opened its mouth and a sword began to come out of it. Before Futtershy could blink the sword was launched forward killing both the parent ducks in one shot. Futtershy closed her eyes, to avoiding seeing anymore. Not seeing anything actually helped her body escape the paralyzing fear. She managed to turn around and started to gallope towards Ponyville. Tears were falling from her eyes and her breathing was now close to hyperventilating as she hoped and prayed the demon from the lake was not chasing her. Orochimaru stood at the edge of the lake admiring his handy work. The snake turned back into his tongue and returned to his mouth.

"Making friends already I see." Kabuto said, as he appeared from the darkness and walked up to Orochimaru. "We really should be more careful about being seen."

"Just getting to know the locals." Orochimaru replied. "Besides I doubt anyone will believe a word that pitiful creature says."

"Everything went ok on my end. Our contact in Ponyville is set up. We can expect a steady supply of fresh corpses for study."

"We will need live specimens too of course." Orochimaru replied. "And what does she want in return for her serves?"

"Just human meat." Kabuto answered. "We will have to get live specimens on our own. Turns out our new ally likes to toy with her victims before she kills them, and a live mangled specimen would be no use to us."

"Our new friend is sick, I like her already" Orochimaru said sinisterly. "It's hard to believe something like that could exist in such a peaceful world."

"That takes care of phase one." Kabuto said. "Phase two will be more difficult but our victory is still inevitable."

"Like going to slaughter lambs." Orochimaru replied, as the five serpents started to devour the ducklings.

_**Paragraph) **_**Two weeks later**

It was around 11:00 A.M. in Konoha. Kakashi and Shikamaru entered the academy building and started heading down the hall towards the Hokage's office. Teams 7 made up of Kakashi, Naruto, Sai, and Sakura, and team 10 made up of Asuma, Choji, Shikamaru, and Ino had been on a joint mission to find out why no recent activity had been coming from Orochimaru's newly discovered base. About half way to the office Kakashi and Shikamaru were greeted by Shizune who was the assistant of the Hokage.

"Kakashi, Shikamaru." She said. "Did you find out any useful information on your mission?"

"That's what were hear to talk about." Shikamaru replied. "Turns out Orochimaru disappeared."

"Disappeared?" Shizune replied in surprise. "What do you mean by that?"

"We have a lot of information to share." Kakashi said. "But it would probably be best to do it in the presents of the Hokage."

"Of course, Lady Tsunade is expecting you." Shizune motioned for them to follow her. "Lady Hokage has been here all night." Shizune continued walking ahead of them. "So, your have to excuse her if she's tired." When they reached the Hokage's office Shizune knocked on the door and entered. "My Lady Shikamaru and Kakashi are here…" The sight before her made her stop midsentence. Tsunade was laying passed out over her desk, and four empty bottles of sake laid across the room, while her right hand was clenching a fifth one.

"Well this meeting is starting off well." Kakashi sighed.

"AHHH." Shizune screamed. Worried biting at her nails. "She must have spent the night drinking."

"This is such a drag." Shikamaru thought to himself. "It's hardly noon and are leader is already wasted." Tsunade grunted and moved her free hand a little, knocking some paper off the table and looked up.

"All." She said, very groggy. "Your back from you mission. Well take a seat and report." Shizune ran out of the room while Shikamaru and Kakashi sat in the chairs facing the Hokage's desk. A few seconds later Shizune returned with a cup of very strong black coffee and placed it on the desk.

"Here you are my Lady." Shizune said, in a trouble voice. Still groggy Tsunade took the cup of coffee and took a sip. The bitter taste made her cringe. Tsunade pour a few drops of the reaming sake into the coffee and started to drink it again. "Umm My Lady perhaps you should not be drinking at this hour, we have many important tasks ahead of us." A glare from Tsunade told Shizune one thing, to be quite. Tsunade finished the cup of coffee a few seconds later.

"Much better. Thank you Shizune." Tsunade said, as she sat up strait in her chair and turned her attention towards Shikamaru and Kakashi. "Where you able to locate any information on Orochimaru whereabouts?"

"We didn't find Orochimaru or any of his troops; we could not even find a trace of any recent activity from him." Shikamaru replied. "It's like he just disappeared."

"Disappeared?" Tsunade said surprised. "What do you mean by that." Shizune finished putting the empty bottles in the trash and took a seat.

"Turns out the intelligences on the location of Orochimaru's newest base of operations was correct." Shikamaru continued. "It's located right where we thought it was underground, and only a few miles from his original base of operations was in the Soundvillage. However when we entered the base there were no guards, no prisoner, no equipment, nothing. The only thing of any interest was an unusual opened scroll in the middle of one of the rooms."

"How can you be sure he was even there then?" Tsunade asked.

"Because." Kakashi replied. "Before we entered the base I had my tracker dogs search the area to check for ambushes and booby-traps. Pakkun informed me that Orochimaru, Kabuto, and other troops had been there but the scents were a few weeks old. He also informed me that not one scent not even from prisoners left the base from the entrance. All the scents stopped at that unusual scroll and disappeared." Tsunade eyes widened a bit when she heard that.

"Marks on the floor also indicated that lots of equipment was being moved to that same area and same with the scent trails. The marks made by the equipment stop in front of the scroll." Shikamaru added.

"You both keep mentioning this strange scroll." Tsunade said, with curiosity in her voice. "Were you able to figure out what it was for."

"We think we did, and that's the scary part." Shikamaru replied. "The scroll seems to be a portal to another world. The scroll itself looks and is the same size of any other summoning scroll, but this scroll seems to caste a genjutsu making itself inviable when not touched. We would not have even have found if not for Kakashi's tracker hounds."

"What?!" Tsunade asked, as her and Shizune were both surprised at what they had just heard. "A portal to another world? Are you sure? I'm mean how could he build something like that?" Tsunade continued as anger and worry started to creep into her voice.

"That's actually the good news." Kakashi said. "Sakura spent some time looking over the symbols on the scroll, and from what she deciphered from them it appears the scroll was created during one of the three great shinobi wars. So, Orochimaru didn't create it he found it." Hearing that made Tsunade feel a little better, but she still felt very uneasy about the whole situation. She knew Orochimaru would not go to another world because he had given up on destroying the leaf village.

"Kakashi, Shikamaru." Tsunade said, in a very serious tone. "I need to know that you are both 100 percent certain that this scroll opens a portal to another world, and that Orochimaru actually went into it."

"That's what all the evidence is pointing too." Shikamaru replied. "Sakura could have even activated it if she wanted to, but despite Naruto's protesting we decided it was too dangerous to try it. However here is the disturbing part." Shikamaru's voice got more serious than usual. "Sakura also figured out that there are two portal scrolls. One is to be placed in your world to open a portal, and you take the other scroll with you so you can get back to your world." Hearing that confirmed Tsunade's suspicions.

"Let me guess." Tsunade said. "You only found one scroll."

"Correct." Kakashi answered. "And I think we all know what that means . Orochimaru never planned his journey to be a one way trip." A feeling of uneasiness crept over everyone in the room when Kakashi said that.

"I've heard enough." Tsunade said standing up. "Shizune arrange a meeting of the Konoha Council at once, and as much as I hate to do this get Danzo in here as well."

"Yes my Lady." Shizune replied, and ran out of the room. Tsunade then turned to Kakashi and Shikamaru.

"You two stay put. I need both of you to tell them everything you just told me."


	4. Chapter 4) Leaf Village Secrets Revealed

An hour had gone by before the members of the Konoha Council, and Danzo had arrived and the situation regarding Orochimaru's disappearance had been explained. The Konoha Council was made up of Homura Mitokado and Koharu Utatane. Danzo was the leader of the foundation which is a branch of Anbu Black Ops. The Anbu Black Ops are special squads of ninja who carry out secret missions and assassinations for the leaf village. Tsunade disliked the Konoha Council and distrusted Danzo, but she knew that the situation at hand needed to be addressed quickly.

"As Shikamaru just explain we have strong reason to believe that Orochimaru has entered another world, and we need to come up with a solution on how to deal with this quickly." Tsunade said, in a serious stern voice.

"I don't think this situation is as dire as you say it is." Koharu said, calmly as she sat between Danzo and Homura. "Orochimaru is in another world, why should we concern ourselves with what happens there?"

"I agree." Homura added. "All we have to do is destroy the portal on our side and leave Orochimaru stranded in the world he went to."

"That would not be a good idea." Shikamaru replied. Homura glared at him, because he was leaning back in his chair and looking like he was board out of his mind. "If we destroy the portal on our side." Shikamaru continued. "It will not stop Orochimaru from coming back to our world. All destroying the portal on our side will do is cut off our only means of getting to Orochimaru."

"Why is it our concern about what happens to another world?" Homura snapped back. "Our first and only priority should be the defense and protection of this village."

"You blind fools!" Tsunade said, in a raised voice as she stood up. Shizune started to get nervous because she knew Tsunade was close to losing her temper. "Once Orochimaru destroys or conquers the world he is in he is going to come back with one goal… Destroy the leaf village!" Homura just remained silent seemingly unmoved by Tsunade's outburst. Tsunade sat back down still angry because she knew this meeting was going to take a long time and probably go nowhere. Kakashi could tell the tension was building between them so he spoke up.

"Cutting off our access to the world Orochimaru is in would be a mistake for several reasons. For one we would be cutting off our only means of gathering intelligence on Orochimaru's current strength or when he is about to make his move, and second with our portal destroyed Orochimaru could keep sending troops at us and we would have no way of ever going on the offence."

"You expect us to start sending troops through this portal to stop Orochimaru?" Koharu replied. "You have to remember a war with the Akatsuki is on the horizon, and we will need every Ninja in this village for that."

"Sending a large amount of troops through the portal would also be a mistake." Shikamaru answered. Even though Shikamaru's lazy attitude annoyed some of his fellow Ninja everyone knew he was one of the best strategists in the entire leaf village, so when he spoke people listened. "If we start sending large amounts of ninja to the area where we found the portal other villages will begin to notice and that could cause all sorts of problems, plus the people occupying the other world might take large amounts of unknown people entering their world as an invasion."

"Shikamaru is right." Danzo said. "Destroying a war relic like the portal would be foolish. It could prove to be a highly useful tool."

"What are you suggesting Danzo?" Homura asked.

"With a relic like that in our hands Konoha will be able to gain a clear advantage over the other Shinobi nations. All we need to do is get the other scroll back from Orochimaru." Tsunade clinched her fists angered by what Danzo was suggesting. She stood up again and slammed her fists against the table.

"You still do not get it do you! Once we get the scroll back from Orochimaru both scrolls must be destroyed at once! Why do think no one has ever heard of it? Because, whoever built it realized some lines are not meant to be crossed! If word gets out that this incident happened every ninja village in the world will want the portal, and that will probably lead to another great war! We need to handle this quickly and quietly!"

Talks about what to do about the portal went on for about an hour and a half, but it was finally agreed upon that the portal scroll was an overall threat to the leaf village and it needed to be destroyed once it was taken from Orochimaru.

"We have finally come to a decision." Koharu said. Tsunade was angry that it had taken so long because she knew as long as Orochimaru was in control of that portal no one was safe. "Now we need to figure how we are going to stop Orochimaru." Since a different subject was coming up Kakashi put away the book he had pulled out because he had gotten board of the arguing between the Konoha Council members, Danzo, and Tsunade. He tapped Shikamaru who had almost fallen asleep.

"Got any ideas on how to defeat Orochimaru?" Kakashi asked.

"I thought up a strategy about an hour ago, but everyone was arguing so I stayed quiet."

"Let's hear it then." Danzo said.

"The whole situation is a real drag. We cannot send squads of ninja after him because that would attract too much attention, and we cannot sent scouts in because there will be no way for them to get any information back to us. The only way to successfully complete this mission and keep anyone from ever finding out it happen is sending a single Shinobi."

"That's crazy!" Shizune said. Shocked by what she just heard. "How can you expect one ninja to take out someone like Orochimaru, plus all the other ninjas he has with him?"

"That's why I said the situation was a drag." Shikamaru replied. "Even sending a four person squad would be too risky, since every squad is accounted for a spy from another village might notice there missing. That's why sending one ninja is the only way this will work, but as you said the trouble is finding one that can take on Orochimaru."

"I believe I have the solution to your problem." Danzo said. He glanced at the members of the Konoha Council as if asking for permission to tell a secret. Homura and Koharu looked at each other whispered to each other for a few seconds then shook their heads yes at Danzo.

"Well." Tsunade said impatiently. "What solution are you taking about?"

"What you are about to hear." Danzo replied, "Is one of the leaf village's darkest and most forbidden secrets."

**Ponyville at the same moment. **

Twilight Sparkles, Rainbow Dash, and their friends sadly looked up through the crowd at the Mayor who was speaking on the recent disappearances in the middle of Ponyville square. One week ago Zecora disappeared. No pony thought much of it at the time because there was no sign of anything bad happening she was just gone, but a few days ago the enter Apple family disappeared. Twilight and her friends knew Apple Jack would never leave without telling them, and the Apple family would never leave their farm unattended even for a few days. To make matters worse Sweet Apple Acers was the main source of growing food for Ponyville, and if some pony did not start attending it quickly a famine was very likely to occur during the winter. Rainbow Dash was barley listening to the Mayor assuring every pony that everything was ok and the ponies that had disappeared would probably be back any day now. She wanted to believe that was true. That her friend Apple Jack would be back any minute and the six of them would be laughing this off, but she had a strange feeling that something was very wrong and that something horrible was about to happen.

"Hey." Twilight she said, in a low voice so not to disturb the ponies standing next to them. "What do think is going on?"

"Nothing." Twilight replied. Trying to make her voice sound as if she believed what she was saying. "I'm sure Zecora just went out looking for magic, and the Apple family had some big order to fill and needed to leave in a hurry." Despite Twilights attempts Rainbow knew she did not believe a word she was saying.

"Well don't you think we should start doing something? Like trying to find out where they went?" Rainbow asked.

"What are you two muttering about?" Rarity asked coming closer to them. Pinky and Fluttershy joined in as well.

"I was just telling Twilight that we should start searching for Apple Jack. Don't you girls agree?"

"Of course we do." Twilight replied, as ponies started to disperse around them. Guess the Major's speech was over. "But we also need a plan before we just run off into the woods." Fear started to fill Fluttershy's body. She knew that demon from the lake had something to do with all of this, but who could she tell? If she said anything the demon said it would come for her, and would it just stop with her? Would it kill her friends as well? Fluttershy tried to calm herself down with the fact that no bodies or anything like that had been found, so the demon from the lake probably had nothing to do with any of the disappearances, it was just passing through the area.

"Fluttershy!" Rainbow Dash yelled breaking her thoughts. Fluttershy screamed and flew straight up. A few seconds later she came down.

"Sorry." She said, embarrassed. "I just got startled."

"Well that's the third time I said your name." Rainbow said a little annoyed. "Anyway we are going to start searching the area. You take the White Tailed Woods and the Ponyville Lake."

"NOOO!" She screamed in terror as her friends had looks of shock and confusion on their faces. "it's just that with what happened in the White Tailed Woods with Kabuto. I just don't want go near those woods or that lake."

"Are you still spooked about meeting Kabuto?" Twilight asked. "I thought you and him became friends."

"We did." Fluttershy replied, "But still, I really would rather search somewhere else, and not alone!"

"I agree." Rarity said. "Two ponies are better than one in some cases."

"I can take the White Tailed Woods." Rainbow Dash said. "With.."

"I'm with Rainbow Dash!" Pinky yelled, and hugged her tightly.

"Fine." Rainbow Dash answered as she pulled her off. Pinky was a close friend of Rainbow's, but her always hyper nature sometimes got on her nerves.

"Ok then." Twilight said, "But remember you two, we are searching for our friend. So, no pulling any pranks. Rarity you and Fluttershy can take the area around Ponyville, and me and Spike will search what we can of the Evergreen forest. Sound like a plan to every Pony?" Every pony shook their heads yes. "Ok girls lets go find our friend."

**Konoha at the same moment **

"What did you just say?!" Tsunade screamed at the top of her lungs as she threw her table across the room. Shizune stood behind her with her jaw dropped as papers and pieces of shattered wood filled the air behind the chairs. Shikamaru and Kakashi were both thinking about what they just heard to give much thought to the outburst. Tsunade quickly turned her attention back to Homura, Koharu, and Danzo who were looking at her like she was an immature child who had no business being a leader.

"You're telling me that the Uchiha Clan massacre was ordered by Danzo and Itachi Uchiha is still loyal to the leaf village. Is that what I just heard?!" Tsunade screamed.

"The massacre of the Uchiha Clan was necessary to avoid a civil war breaking out in the leaf village." Danzo replied. "Even you must admit it was a necessary action."

"Well, why was I never told about this?! I'm the Hokage for god sakes."

"Some secrets are never met to be revealed child." Koharu replied, in a calm voice. "It was Itachi himself that asked that the truth stay hidden." Tsunade started to scream again, as Shizune unsuccessfully tried to break up the argument.

"This explains Itachi's actions when I fought him in the village a few years ago." Kakashi thought to himself as Shikamaru turned to him.

"Man this information would have been useful sooner. Sasuke may not even have left the village if he knew the truth."

"Yes, it is unfortunate he has yet to find out" Kakashi replied, "But the truth may also just further his hatred for this village."

"As hard as this story is to believe." Shikamaru said. "Itachi may be the only ninja loyal to Konoha that has a chance against Orochimaru."

"I'm assuming that is why Danzo and the rest of them let us in on their secret." Kakashi replied. Before Shikamaru could speak Tsunade walked in front of them and sat back down. Her anger had subsided enough for her to sit down and think clearly.

"I suppose the reason you decided to inform us of this is because you want us to get Itachi to go after Orochimaru?" Tsunade said in calm but still angered voice.

"Correct." Homura replied.

"Well forget it!" Tsunade screamed. "It's too risky. I mean after all this time there is no way of telling if he is even still loyal to the leaf village, also what about the other Akatsuki members they will not just let him leave."

"I'd say it's worth the risk." Shikamaru commented. Tsunade was surprised at his response. "I know it's a risky move, but it's the only one I can see having a chance of working. Itachi is one of the few ninjas that could defeat Orochimaru by himself, plus if he is spotted by a ninja from another village they will assume it's an Akatsuki operation."

"Well said Shikamaru." Tsunade commented. "Ok we will go through with this, but how are we going to find him?"

"Leave that to me." Danzo said, sinisterly. Tsunade just glared at him.

"We will also need a way for Itachi to get here and disappear for a while, but in a way that the other Akatsuki members will believe." Shikamaru said.

"What are you suggesting?" Tsunade asked.

"We fake an ambush and then a capture, but to do this we will need a ninja team that is powerful enough to believably handle him, but also defend themselves if the situation does go bad. The leader of the team also has to be gullible enough to think the situation is real."

"I have the perfect team in mind." Kakashi said. "My number one rival and his team."

"Agreed." Tsunade replied. "Ok the operation is a go, after we leave here for the future of the village nothing in this meeting ever happened, and pray Itachi is still loyal to the village."


	5. Chapter 5)Sharingan vs Power of Youth

**Konoha a Week Later **

The sunlight reflexed off slick jet black hair outside the entrance of the academy building as the Leaf Village's fiercest beast of battle Might Guy exited the building. Outside the building his ninja team Rock Lee, Tenten, and Neji Hyuga waited for him.

"All right team." He said. "I have gotten our mission from the Hokage."

"What is it Guy Sensei!?" Rock Lee asked excited.

"Let him finish Lee." Tenten replied.

"I am not going to lie to you guys. This is going to be one of the most dangerous missions we have ever been on." Guy's team looked at him intently. "The Hokage has gotten a report that an Akatsuki team has entered the land of fire, and as luck would have it the two members have split up. So, our mission is to capture…. Itachi Uchiha and bring him back to the Hokage for questioning." Neiji's eyes widened a bit when he heard this, and a quick wave of fear ran through Tenten and Lee.

"Wait your telling me." Tenten asked a little nervous. "That we not only have to take on Itachi Uchiha, but we also bring him back alive?"

"That is correct Tenten." Guy replied. "This mission is going to be difficult, but I know that our skills combined with the power of youth we all possess will lead us to a successful mission."

"Guy Sensei is right." Lee said in a passion filled voice, as he walked next to Guy. "As long as we remember the lessons we were taught there is no way we can fail, even against a more powerful shinobi."

"Exactly Lee." Guy said in an even more passion filled voice as he put his thumb out and his white teeth sparkled in the sun. "Ok team gather up any Ninja gear you think you will need on this mission. We will meet at the entrance to the village in half an hour."

Half an hour later Team guy had reassembled. They had all brought their usual weapons along with basic ninja gear which included kunai, needles, exploding notes, and shuriken. In addition to that they also brought along quite a bit of smoke grenades, and sleeping gas bombs. Lee had also brought along a bottle of Sake, just in case things got too out of hand.

"All right team." Guy said. "The ambush site is a good twenty miles away. As we are traveling we will come up with a plan that will allow us to complete the mission." After his speech guy put his hand out in front of him. Lee quickly placed his hand on top of Guys', and then they both looked at Tenten and Neiji. Tenten and Neiji knew what was coming and did not want to join in, but they also knew they were not going anywhere until they did.

"I should not have to endure this embarrassment every mission." Neiji thought to himself as he placed his hand on top of Tenten's.

"All right team." Guy said. "1!,2!,3! Success!"

"Success!" Lee shouted back. Tenten and Neiji did not join in on the chants, they just concentrated on salvaging their dignity. The success chants went on five more times getting louder with each chant. After the fifth chant Guy shouted.

"Break!" and pulled his hand out of the pile. Then he yelled. "Let's move out!" Tenten and Neiji quickly ran out the Leaf Village gates to get away from the staring crowed that had begun to gather.

Two hours later Team Guy arrived at the ambush site with a plan thought out. Each member of Team Guy would take up positions in a different part of the forest, creating a circle around a portion of the road. When Itachi arrived Guy would leap out to face him, creating a diversion. Once Itachi was focused on him Neiji, and Lee would hit him with sleeping gas bombs and Tenten would spray the area with needles dipped with a sleeping drug. Once Itachi went down Neiji would disrupt his chakra network. After this was done the team could safely take him back to the Leaf Village. Guy also stressed the fact that if it did come to an actual fight with Itachi never look into his eyes, for whoever did would falls under his genjutsu.

Everyone had gotten to their positions. An hour and a half had gone by and everyone was alert and on edge. Then they heard it. A slight sound of a bell through the breeze.

"Byakugan." Neiji said, as he activated his kekkei genkai. His vision went ahead for a few seconds before he saw him. A figure wearing a straw hat with a bell attached to it, and a black cloth with red clouds covered him there was no doubt about it, Itachi had arrived. Neiji signaled his comrades to get ready. A few minutes later Itachi arrived within the team's seeing distance. Guy waited a few more seconds until Itachi was in the middle of the circle, then leaped out onto the road a few feet in front of him. Itachi stopped, and slowly removed his hat and tossed it on the ground.

"Might Guy." He said. Seconds later Neiji and Lee started throwing the sleeping gas, and Tenten started throwing a volley of needles into the smoke cloud. When the smoke cleared Itachi was standing there covered with needles.

"Darn!" Neiji yelled. "That's a clone!" Just as Neiji said that the clone of Itachi disappeared. Team Guy scanned the area intensely. The situation none of them wanted was a fight with someone as skilled and dangerous as Itachi. Neiji reactivated his Byakugan to try in located his foe. His vision barely got a few feet before a kunai was thrown at him. He quickly moved out of the way and tossed his own kunai in the direction Itachi's had come from. Itachi leaped out of the trees and back onto the path. His eyes were now glowing red meaning he had activated his sharingan. Neiji kept his eyes glued to Itachi's feet. One look into his eyes could mean death.

"Your Byakugan is an impressive technique." Itachi said to Neiji. "But it also gives off a trail of chakra when activated that gives away your position." While Itachi was focused on Neiji Tenten got ready to attack again. She placed three needles in each hand. Before she could throw them however Rock Lee ran up behind Itachi and went on the attack.

"Leaf Hurricane!" He screamed. Itachi moved his head forward a few feet avoiding the kick. Itachi then turned his body to face Lee. Lee quickly lowered his head to avoid eye contact with Itachi. Itachi thrust his hand forward nearly hitting Lee in the eye with it. Lee did two back flips to create some separation between him and his opponent. Might Guy charged Itachi, and aimed a punch at his face. Itachi grabbed his fist before it could connect and then drove a kunai into his chest. Lee's heart sank and his jaw dropped. Itachi then put the blade of the kunai to Guy's neck and sliced his head off.

"Guy Sensei!" Lee screamed in a tearful rage. Itachi threw Guy's head at Lee. Lee caught it and screamed. He wanted to drop it, but at the same time it would be disrespectful if he tossed his Sensei's head on the ground. Wanting revenge Tenten started tossing every weapon she had at Itachi. Neiji ran at him ready to unleash his trigram attack. Lee watched as Itachi closed both his eyes. A stream of blood started to drip from both of them. Itachi opened one of his eyes and used Amaterasu. Neiji was intently engulfed by black flames. Itachi then turned his head towards Tenten and opened his other eye. The weapon's Tenten had thrown were melted by the newly released black flames, and Tenten was also set ablaze. Lee watched in horror as his two comrades screamed as the flames burned them to death. Lee did not know what to do at this point. He was the only surviving member of his team.

"Lee." A voice said. Rock Lee let out a scream of terror, because Might Guys severed head was speaking to him. "Lee." Guy continued. "See what has happened, because you're such a failure? Your entire team died. I am ashamed to have called you my student."

"Once a failure always a failure." Neiji burned figure said.

"We all needed you Lee. You let everyone down." Tenten's burning body spoke. Rock Lee now realized he was in one of Itachi's genjutsus. The thought of being trapped in the genjutsu scared Lee, but he was also relieved that his teammates were alive in the real world.

"I am not afraid!" Lee said to Itachi. "Because I know nothing in this world is real."

"Pain is pain." Itachi replied. "It does not matter if you're in an illusion or not, you still feel it." Rock Lee begun to hear what sounded like dozens of birds flapping their wings. Tenten, Guy, and Neiji mouth's opened and crows begun to pour out of them. Lee screamed in pain as the birds begin to peck and claw at him.

"Lee!" Guy said shaking him, while releasing a stream of charka. Lee snapped out of the genjustsu to a smoke filled area. "Lee are you alright? You got caught in Itachi's genjutsu."

"But how Guy Sensei?" Lee asked confused. "I never looked into his eyes."

"It appears Itachi can also cast genjutsu with his hands, now get on your feet we still need to defeat Itachi. We have surrounded the area with smoke so it will be more difficult for Itachi to cast genjutsu."

Neiji dodged a fireball fired by Itachi. His Byakugan allowed him to see Itachi through the smoke, but Itachi could also sense the chakra it gave off. The advantage was in Neiji's favor however because each time Itachi attacked he gave his position away to Tenten. Tenten launched another volley of poison needles at Itachi. Right before Tenten's needles connected with Itachi's body however he leaped out of the way. The smoke may have reduced his vision but the sharingan still allowed him to dodge the needles. Neiji used the distraction caused by Tenten's too close in.

"Eight trigrams sixty-four palms." He screamed, as he aimed his gentle fist attack at Itachi. Itachi had to dodge the first dozen palm strikes, but soon he was able to predict the timing of the attacks. Itachi grabbed Neiji's right arm and pulled it forward, then he delivered a side kick to Neiji's stomach that sent him flying a few feet into the cloud of smoke.

"Primary Lotus!" Rock Lee screamed, as he charged out of the smoke. Lee kicked upwards trying to hit Itachi's chin. Itachi grabbed Lee's foot seconds before it could connect. Before Itachi could plan his next move however a scream came from behind him that could only be described as the battle cry of an angered beast of battle. Itachi dropped Lee and quickly turned around, just in time to see Might Guy's burning fist coming at him. Guy had opened the sixth inner gate which allowed him to use the Morning Peacock technique. The speed of Guy's punches were even too quick for Itachi to avoid.

"Well played." Itachi said right before he was hit with a barrage of burning punches. The force of the punches sent Itachi flying into the nearby tree line. Guy reclosed his inner gates and went to one knee in exhaustion. As the smoke begun to clear Guy saw the outline of Itachi lying motionless in a pile of brush.

"Neiji!" Tenten said, with concern in her voice "Are you ok?"

"I'm fine." He replied. Neiji's stomach was bruised but no bones were broken. Neiji soon joined Tenten who was placing a hood over Itachi's head. Neiji started to temporarily disable the chakra points in Itachi's arms, as Tenten tied them down.

"You did it Guy Sensei!" Rock Lee screamed in victory.

"No, Lee we all did it as a team. That is what allowed us to defeat an enemy as skilled as Itachi." Neiji and Tenten lifted up Itachi as Rock Lee and Might Guy let out victory cheers. The four of them then headed for the Leaf Village with their prisoner.


	6. Chapter 6) Itachi's Mission Begins

Team Guy entered Konoha with their prisoner relieved that he had stayed unconscious the entire trip. They were headed for the academy building when Guy spotted Kakashi leaning against a wall reading his "Make Out Paradise" book . Guy smiled because he knew his number one rival had never captured a prisoner like this.

"Kakashi." He said, in a bragging voice. "Look who me and my team caught." Despite having a hood over his head Kakashi easily recognized who it was. Guy could not wait to hear Kakashi start asking how he managed to capture Itachi. Maybe he would even begin to think Guy was the better Ninja of the two.

"Impressive Guy, good work." Kakashi said calmly. Guy started to burn with anger. "I hate it when you act so calm Kakashi!" Guy screamed in his head.

"That's all you have to say?!" Guy said out load. "Don't you want to know how I captured him?"

"I'll read the mission report when you finished it." Kakashi replied, as he went back to reading. Guy was frustrated Kakashi did not give him the reaction he was hoping for, but he was not going to let that ruin his day.

"All right team." he said "Let's move out." Minutes later Team Guy was in the office of the Hokage.

"Sit him down there." Tsunade said firmly as she pointed to a chair in front of her desk. Neiji and Lee sat Itachi down and removed the hood. Everyone gasped as Itachi's opened eyes stared at them.

"Tsunade." He said. Lee quickly put the hood back over his head.

"My lady!" Lee screamed. "Are you ok? Are you under a genjutsu."

"I'm fine Lee." Tsunada said, in a reassuring voice. "You can remove the hood." Lee reluctantly removed the hood again. Itachi looked right at him and laughed a little.

"Don't worry." He said. "My chakra network is still not functioning from the strikes I received from Neiji . I will not be using any jutsus for a while."

"Enough out of you!" Tsunada yelled. "Team Guy you have done an excellent job, go get some rest all of you have earned it."

"Right." Guy said. "As soon as Anbu comes we will go and celebrate our victory."

"There is no need for Anbu yet." Tsunada said. "Me and Shizune want to personally interrogate him."

"But my lady." Tenten said worried. "It's too dangerous! A ninja as skilled as Itachi should be guarded by at least twenty ninja."

"I appreciate your concern." Tsunade said. "But we will be fine. I am one of the Legendary Sannin after all."

"You heard the Hokage." Guy said. "Let's move out." The members of team Guy left the room and started down the hall. Lee and Guy walked ahead of Tenten and Neiji excited to begin the celebration. Tenten looked at Neiji who looked as if were in deep thought.

"What is it?" Tenten asked.

"Something's not right." Neiji replied.

"What do you mean?" Tenten asked confused.

"Don't you find it a little too convenient that we found Itachi alone and the fight with him was won so easily? There is also the fact that the Hokage wanted to be alone with him."

"What are you saying?" Tenten replied. "That this whole thing was set up?"

"Yes." Neiji answered back. "For some reason Itachi wanted to meet with the Hokage, and he allowed himself to be captured by our team to avoid anyone becoming suspicious of the situation."

"But why?" Tenten wondered.

"That I am unsure of." Neiji answered. "But we will probably find out soon enough."

Shizune used a knife to untie Itachi's arms.

"I assume you're aware of the situation at hand?" Tsunade asked.

"Yes." Itachi replied. "I have been fully informed on Orochimaru's newest game by Danzo's agent. My return to the Leaf Village has put all of us at great risk. It will not be long before the other Akatsuki members realize I am missing they may even send a rescue party. However this new threat by Orochimaru poses a threat not only to the Leaf Village, but to the entire ninja world.

"I assume that means you're willing to go through the portal and stop Orochimaru?" Tsunade asked.

"I would not be sitting in front of you if I wasn't." Itachi answered back. Shizune reached into a draw and pulled out a ninja bag.

"This bag contains a map to the location of Orochimaru's base and some ninja tools."

"I already have everything I need, and I have been given the information on how to work the portal" Itachi replied standing up. "The only thing left to do is to make my escape convincing." Before either Tsunade or Shizune could respond Itachi punched Shizune in the face knocking her to the ground, then he kicked Tsunade's new table in her stomach trapping her between it and the wall. Itachi then broke through the window and was gone. Tsunade flipped the table and ran to her office door.

"Guards get a search party together immediately Itachi just escaped!"

Might Guy enjoyed a bottle of cold Sake secretly dreaming about the fame he was going to get from capturing Itachi.

"Attention everyone." Rock Lee said in a serious voice. "I think we should start a petition to get a statue of Guy Sensei built in the middle of the village." Tenten just put her hands on her head knowing Lee and Guy would be at this all night.

"Now Lee." Guy said. "Despite capturing a dangerous ninja a statue of myself would be wrong, because I was just carrying out a mission assigned to me. Now a carving or painting of every member of team Guy for the history books would be great!"

"I agree 100 percent Guy Sensei." Lee replied. Before anyone else could say anything a ninja came running in.

"I need every Shinobi here to report to the armory right away. Itachi Uchiha has escaped!"

"NOOOO!" Guy screamed at the top of his lungs, and ran out the door. Lee soon followed him. Tenten started to but then noticed Neiji was not moving.

"Neiji common we have to pick up Itachi's trail before he get too far away."

"Don't even bother with it." Neiji replied. "They will be unsuccessful at finding Itachi because this time he does not want to be found. This whole thing was setup from the start."

"Do you really think so?" Tenten asked sitting next to him.

"I'm sure of it." Neiji answered back.

An hour later Itachi was in Orochimaru's portal room. Most of the tracks on the ground were weeks old, but a few were fairly recent. The new tracks were sets of footprints in a line with four different sets of foot prints to the sides. "New prisoners." Itachi thought to himself as he bit his finger and sweep it across the scroll to activate the portal. The world on the other side was a bright lit room filled with strange technology Itachi had never seen. He soon heard a beeping sound and what looked like a blue and white trash can with two robotic legs on it sides came into view. Itachi activated his sharingan to scan for chakra similar to the type found in his world as the object on the other side started beeping more frequently. Itachi noticed no traces of chakra, and this world looked too advanced for Orochimaru.

"R2." A voice from the other world said. "Don't be ridicules there is no wormhole on the Millennium Falcon." As Itachi put this figure on a symbol to select another world. A golden man came into view.

"All my!" He screamed, at the top of his lungs. "Master Luke there's something in here. Help! Somebody please help!" Itachi scrolled to the next world, still nothing. He had scrolled through eight worlds with no luck, but on the nine one he noticed a familiar chakra. It was days old, but there was no doubt about it the chakra had come from his world. Locating his target Itachi walked through the portal. Seconds later he was in a clearing surrounded by a forest. The sun was nearly set, and the ground was covered with old hoof prints, and one or two nearly destroyed human tracks. Itachi scanned the area, but nothing was around but forest animals. Itachi quickly leaped into the trees as the portal closed behind him. Now the only way home was to find and kill Orochimaru.

**Ponyville Minutes Later. **

It was late in the evening. Rainbow Dash and Pinky were searching the area around Sweet Apple Acers. It had been a week since they had started searching for Apple Jack. Despite not finding anything yet none of the ponies had given up hope on finding her. Dash flew through the air scanning the ground for anything out of the ordinary. At this point Dash was beginning to fear that they were never going to find Apple Jack, but she could not stop searching not yet.

"Rainbow Dash!" Pinky yelled from the ground below. "We should start heading back home soon. It's getting late, and we cannot search in the dark." Dash did not want to stop searching yet, but the sun was almost down, and it was very difficult to fly in the dark so she reluctantly agreed. A few seconds later Dash landed next to Pinky.

"Hey Pinky, I'm famished do you want to grab a bit to eat after we check in with the other Ponies?"

"Yes!, Yes!, Yes!" Pinky yelled in excitement, and start prancing around Rainbow who was beginning to regret asking. Rainbow was about to take off when she paused and start to stare at the tree line. "What ya staring at?" Pinkie asked.

"Must have been nothing." Rainbow replied. "I just thought a saw something on one of the larger tree branches. Let's get going." Rainbow continued as her stomach grubbed. "I'm so hungry I could eat the whole orchard."

"I have just the thing for that." Pinky said, as she reached into a pack she brought. "Here." She said smiling as she pulling out a cupcake with a piece of apple candy on it. "It's one of my last apple cup cakes. I was saving it in case I got hungry, but you got the hungry bug before I did so you can have it."

"Thanks!" Dash said as a bit of saliva dripped from her mouth. The cupcake looked delicious. She eagerly took the cupcake and was about to toss it into her mouth when a sudden feeling that something was wrong came over her. She did not know why, but for some reason her senses were telling her not to eat the cupcake. Rainbow thought about not eating it, but her hungry won out in the end. She bit down on the cupcake and a few seconds later swallowed it.

"MMM." Dash said, still savoring the apple flavor in her mouth. "Great cupcake Pinky thanks a million!" she continued as she licked some icing off her lips.

"No trouble pal. I'm glad you enjoyed it." Pinky's gaze and smile was now making Rainbow feel a little uneasy. She did not know why but it just seemed more cold and sinister.

"We better get going now." Rainbow said, in an unconformable voice. Rainbow took off but before she had gotten a few feet off the ground she started to feel really light headed, and a few seconds later it got so bad she was forced to land.

"What's wrong Rainbow Dash?" Pinky asked in a mocking voice.

"I don't know." Rainbow replied in a groggy voice. "I…I just got really light headed." It was now difficult for Dash to even keep her balance and her eyes lids were getting extremely heavy.

"All that's probably just the chloroform." Pinky said happily as she laughed. Rainbow turned her head in horror.

"What!" She asked in a scared and confused voice.

"You know chloroform that drug that makes you go to sleep. I put some in your cupcake." Before Rainbow could say anything she felt her eye lids shut, and then she hit the ground. Pinky looked at her friend laying on the ground.

"Works every time." She said happily. Pinky started to drag Rainbow's unconscious body to a cart when she saw Spike coming. "Shoot." She said frustrated. Thinking quickly she put Rainbow down and ran towards Spike in a panic.

"Spike!" She screamed. "You have to help me! Rainbow Dash was flying and she ran into that big old cart over there, and now she is unconscious!"

"What!" Spike said concerned. "Don't worry Pinky, let's go get Twilight. She can help."

"No!" Pinky pleaded. "I don't what to leave Rainbow Dash! What if something happens to her when were gone? Please help me carry her back!"

"Sure I'll be glad to help." Spike replied. Pinky quickly took Spike over to Rainbow.

"She's been out like a light for two hours, or maybe it been ten minutes!" Pinky said in a frantic voice. "She won't wake up no matter how much a shake her, or call her name." Spike went over to Rainbow and lifted her head a bit and started to feel for cuts or bumps. As he was doing that Pinky put her front legs behind her pink mane, and slid her wrists into two rings that were attached to, two large needles. She went back on all fours. The needles extended out from her front legs, as she approached Spike.

"Je Pinky. I don't feel bumps or anything. Are you sure she hit her head?" Spike asked.

"No, I knocked her out." Pinky said in sinister voice.

"That's not funny." Spike replied. When Spike started to turn around Pinky drove the needles into him. The last thing Spike felt was the front ends of the needles puncher his eyes. Pinky giggled in delight as she rotated the needles into his brain, making his body contort. Pinky pulled the needles out with Spike's eye ball still attached. Parts of brain matter and fluid covered the top of the needles.

"I just love a good eyebob." Pinky said happily. She put one needle up to her lip and licked some of the brain fluid off. After she finished her treat at the top. She put the eye back into Spikes empty eye socket and rotated it. Once it was covered in blood she ate it. Once snack time was over she put Rainbow and Spike into the cart.

"Now I have Dragon cupcakes." Pinky said talking to herself out load. "I get to have fun with Rainbow Dash before a make Rainbow cupcakes, and Kabuto will give me human meat for the dragon corpse, which means more human cupcakes! Pinky attached the chart to her back, and started happily skipping away.


	7. Chapter 7) Cupcakes

**(Author Note: This chapter contains torture and violent content. Inspiration for this chapter came from the original Cupcakes creepypasta.)**

Rainbow moaned as her eye lids slowly opened.

"Where am I?" She wondered as she fully regained consciousness. She scanned the dark room until she noticed a small light source on the floor. She focused in on it and her body filled with fear. Spike's body was held over a small fire by a steel spear that went through his body and was held in place by two sticks that were painted in party colors. Rainbow screamed and tried to fly away, but leather straps around her four legs and head held her to a wooden rack.

"You finally got up." A voice in the darkness said. "Did you sleep well?" Pinky soon came out of the darkness wheeling a cart with a white sheet over it.

"Pinky what is going on? Why am I tied down? What happened to Spike?"

"The reason you're tied down is because I want to have some fun with you before I get the special ingredient for my cupcakes, and Spike was just in the wrong place at the wrong time."

Rainbow Dash's breathing rate increased as she asked. "What special ingredient?"

"You're the special ingredient." Pinky giggled. "I'm sure my new rainbow cupcakes will sell out fast." A look of pure terror came over Rainbow's face when she heard that, then she smiled and let out a fake laugh.

"Ok Pinky and Spike this is the best prank ever, but you are really starting to freak me out so please untie me!"

"Sorry Rainbow Spike cannot hear you because he's well dead and I haven't pulled any pranks on you today, but sure I'll let you go."

"Just untie me from this rack!" Rainbow said, in a hysteric voice. "And please tell Spike he can get up now." Pinky went over to the rack and started to loosen the strap that held Rainbow's head in place. A look of pure relief came upon her face. Pinky saw this and smiled, and then she pulled a rope behind the rack that made Rainbow's limbs spread farther apart. A sharp pain shot through Rainbow's muscles as she screamed in pain.

"Now I've pulled a prank." Pinky giggled happily. "Now the real fun can start." Pinky pranced over to the cart and removed the sheet revealing the sharp knives and medical tools under it. Each interment was unique because a ring was attached above each handle for easier handling. Rainbow's eyes widen in horror and she began to hyperventilate as reality start to sink in. This was not a prank.

"Pinky you didn't really kill Spike did you?"

"Sure I did let me prove it to you." Pinky went over to Spike's body and bit a piece of his arm off. Rainbow swallowed hard.

"Pinky I'm your friend! Just please let me go and I'll forget I saw any of this."

"Sorry, Dash your number came up and if it makes you feel better I'll miss you way more than Spike."

"Pinky your never get away with this." Rainbow said, franticly trying to think of a why out of this. "Twilight, Rarity, and Fluttershy will wonder where I am and start looking for me, and soon there discover your secret." Pinky laughed and pranced over to a light switch.

"All Rainbow Dash they have been looking for Apple Jack all week and have not found her." Pinky said as she turned on the light. "Do you think I just started doing this?" The site before Rainbow's eyes made her want to vomit. Painted pony and human skulls hung from hooks on the walls. Patches of cutie marks covered the wall forming a twisted wall paper, and a table and chairs made from bone and skin was in the middle of the room. Rainbow's eyes locked in on a closed curtain that was few feet behind the table. Pinky noticed and pulled a cord that opened the curtains.

"NOOO! Apple Jack!" Rainbow screamed in anger and sorrow as she saw her friend's body positioned on a pillar surrounded by two apple trees. Tears started to fall from her face as she screamed. "It was you this whole time! How could you do this? Did you kill Zecora and the rest of the Apple family to?!"

"Guilty." Pinky replied in enjoyment. "Apple Jack tasted pretty good didn't she?"

"What?" Rainbow asked, as a thought came to her that almost made her throw up. Parts of Apple Jack were in the cupcake she ate.

"Zecora and the rest of the Apple Families bodies were shipped off to my new friends." Pinky continued. "They're the ones who gave me some humans to play with. By the way Dash do you like the decorations for your pillar? I get lonely sometimes down here, so I like to keep my friends around." Rainbow's body filled with terror again as she looked at a pillar next to Apple Jacks. Two stomachs cut into the shapes of clouds and covered in white paint hung on each side of the pillar. A pair of intestines that were cut into lightning bolt shapes, and painted rainbow colors zigzagged through the clouds.

"Wake up Rainbow." Rainbow Dash said, to herself hoping this was just a nightmare.

"Well enough talk." Pinky said. "Let's get this party started." Pinky walked over to the cart and placed a small knife in the cleft of her hoof. Dash watched in fear as Pinky walked over to her left cutie mark. Pinky sunk the blade in her friend's flesh a few inches about her cutie mark. Tears of pain fell as the blade cut a circle around her cutie mark. Pinky repeated the process on Rainbow's right side. After finishing her circles Pinky put the knife back on the table and picked up a pair of medical forceps and gripped the skin at the top of the circular wound. She pulled with all her might tearing the skin off. Rainbow screamed loudly and thrashed as pain like she never imagined went through her. After tearing off her other cutie mark Pinky said.

"You get a small break Dash. I need to pin these to the wall."

"How could this be happening?" Rainbow asked herself tearfully as Pinky pinned her cutie marks behind her designated pillar.

"Ok Rainbow Dash I know you're not going to like this part… but it's time to wing it." Rainbow looked up at Pinky with a look of pain that was caused more by emotional pain then the burning physical pain she was feeling.

"Did you always hate me?" Dash asked in an emotionally hurt voice, as tears and sweat ran down her face.

"All Rainbow I don't hate you at all. In fact I am going to miss you a lot, but rules are rules and your number came up." Pinky was touched by the look on Rainbow's face however, so she thought of a way to comfort her friend. "Tell you what Dash if it makes you feel better I won't put you on a pillar. I'll skin you, and use it for a costume. That way when Scootaloo's number comes up she can see her big sister again." Hearing this sent a fire coursing through Rainbow's body. Even though they were not actually related Scootaloo had become just like a younger sister to her, and there was no way she was going to let her Twilight or her other friends go through this. Pinky went back over to the cart and was selecting her next interment of torture. Rainbow moved her head forward and noticed that all her thrashing had caused the strap around her head to loosen to the point of all most coming undone. Despite being in tremendous pain Rainbow began to come up with a plan. Even if she could not save herself she need to stop Pinky.

"Ya that will work." She thought to herself as Pinky approached with a small ax. "Pinky I'm feeling really dizzy, please let me go."

"What." Pinky said surprised. "You haven't lost that much blood yet." Rainbow smiled as Pinky put her head forward to look at the amount of blood on the floor. Rainbow slammed her left wing into Pinky's face sending her closer, then with all her might Rainbow moved her head forward. The strap gave way and Rainbow sank her teeth into Pinky. Unfortunately for Dash her teeth only clamped around Pinky's hair that was hanging near her neck. Pinky screamed in pain as Rainbow's head whipped around like a mad dog holding its prey.

"You little…" Pinky screamed. Pinky raised the small ax and sunk it into Rainbow's back. Rainbow screamed in pain releasing Pinky's hair. In a fit of rage Pinky slammed the ax into Rainbow's back two more times. The new trauma nearly caused her body to go into shock. "That was mean RAINBOW DASH!" Pinky screamed as she retied the strap around Rainbow's head, then Pinky put Rainbow's left wing in her mouth and started cutting into it with her ax. The ax easily went through the flesh and bone. At first Dash screamed, but she realized the more she did the more enjoyment Pinky got. So, she focused on holding back her screams of pain to lessen Pinky's sick enjoyment as much as possible. Pink cut through the bone, but left the skin bellow in tacked.

"One down one to go." Pinky said, and started hacking into Rainbow's right wing. Rainbow looked over at her left wing hanging by a path of skin. Her tears began to fall harder as she thought about how much she loved flying through the sky. Even if a miracle occurred and she lived through this, she would probably never be able to fly again and her dream of flying with the Wonder Bolts was gone forever. Pinky stopped sawing when she got threw the bone on the right wing. Pinky then placed her front legs on both wings and said. "Ready or not here it comes." Pinky pulled down on both wings causing the skin to tear until it reached her victims back legs, then it snapped. Rainbow couldn't even scream the pain was so great. She lost her breath and blacked out.

Rainbow woke up gasping. When her vision became clearer she saw Pinky putting a large needle back into a medical case. When Pinky turned around and saw her victim was awake she lost it.

"How could you fall asleep?!" She screamed, and repeatedly struck Rainbow in the face. Rainbow shut her eyes in fear of the next punch which further enraged her demented torturer. "Look at me when I talk to you!" Pinky screamed in Rainbow's face.

"I'm sorry." Dash said. In a frightened voice as she opened her teary eyes, hoping that would satisfy her captor.

"These are your final moments Rainbow Dash. We are supposed to be spending them together and you had to fall asleep, but if you're sorry I can forgive you." Pinky's tone changed to her usual happy tone. "That's what friends do. Hey, have you ever wondered what is inside Spike?"

"Yes." Rainbow replied. Fearing what would happen if she said no.

"Great." Pinky replied happily and walked over to Spike. Pinky then lifted his back off reveling flaming hot coals and large spikes. "I never would have guessed." Pinky said, giggling. "Inside Spike is spikes! Now we have some spikes so let's play a game called railway. I'll be the railroad builder and you can be the land." Rainbow's heart rate increased, her mouth went dry, and she could feel her body beginning to quake with fear. Pinky rotated the rack to lay Rainbow on her back, and then walked back over to Spike.

"You won't believe how long it took me to get this right." Pinky said. In a proud voice. "The spikes have to be hot enough to cauterize the wound, but not hot enough to kill the nerves." Pinky picked up a small rod with two circles on each end. Once circle went around her hoof and the other picked up a spike which was burning red. Pinky then picked up a hammer and went over to the bottom of Rainbow's right back leg. Pinky steadied the spike and got ready to swing.

"NO! Please don't! NOOO!" Rainbow begged as Pinky drove the iron spike into the bottom of her hoof. The burning from the spike was too much for Rainbow. She had tried to stay strong up to this point but she had reached her breaking point.

"Please stop! Please, Please, PLEASE Stop!" She begged, but her cries fell on deaf ears. Pinky continued to drive the spike in until only a few inches remained exposed. Pinky picked up another spike and went over to her victims left hoof.

"Help me!" Rainbow screamed at the top of her lungs as Pinky began to drive the spike in. "Help me please! Some pony help me please!"

"This room is sound proof." Pinky said. As she finished driving the second spike in. "So, you can stop screaming like a little baby." Every part of Rainbow's body was in so much pain it was hard for her to ever comprehend what was going on.

"Twilight." She said, weakly as Pinky was getting something from under the medical cart. Rainbow really did not know why she was calling for Twilight, other than the desperate hope somehow her magic would allow her to sense her friend was in trouble, and then come rescue her. Suddenly, a burst of pink light filled a corner of the room. Rainbow's eyes opened wide with hope and a smile formed on her face.

"Hey, Rainbow Dash." The pony in the center of the light said.

"No." Rainbow said in a sad hopeless voice, as Pinky wearing a unicorn horn approached her.

"It's me Twilight Sparkles. You really should try to enjoy your last moments with your friend Pinky; well I have to go read some more. See ya wouldn't wanta to be ya." Pinky threw another pink firework and disappeared from site. "Dash." She said, no longer wearing the horn. "Was Twilight just here?" Rainbow didn't answer. She was trying to ignore the pain and her tormentor as much as possible.

"All don't be sad Rainbow Dash I brought you some presents." Pinky laid a large battery, copper wire, and a controller a few feet from Rainbow's eyes. A steady stream of tears started to fall from Rainbow's eyes as Pinky started wrapping the wire around the ends of the spikes in her feet. She started thinking about all the fun times she had with her friends, and what hurt more was it would only be a matter of time before they would be in the same situation she was in. A fate no pony should ever have to endure.

"Ok all done." Pinky said, interrupting Rainbow's thoughts. Pinky went in front of her victim and tied the wire around the battery. "How many volts would you like pal?"

"Enough to kill me." Rainbow replied, just wanting to torture to end.

"Don't worry Dash this battery doesn't have enough juice to kill you. I still want to spend time with you." Rainbow closed her eyes tightly as Pinky flipped the on switch. Rainbow's body seized and her eyes rolled to the back of her head as the electricity went through her body. Pinky laughed and pranced over to a hose as she listened to Rainbow scream. For the next ten minutes Pinky watched her friend suffer occasionally spraying her with the hose to increase the pain. Finally Pinky got bored and shut off the power. Pinky rotated Dash upright. White foam covered Rainbow's mouth and every part of her fur was burned.

"Rainbow Dash you better not be sleeping again!" Rainbow slowly opened her eyes.

"Pinky at least tell me why you're doing this to me."

"Because it's fun and I want to spend some time with my friend before you go."

"But why me." Rainbow asked in a hurt voice.

"To be honest Dash I picked you and Apples Jacks numbers myself because it is part of my larger plan. You see without Apple Jack Ponyville will be short on food, and that will increase my cupcakes sales. You and the other Pegasus control the weather, so getting rid of you will cause more cloudy days which means more ponies spending time indoors and eating more cupcakes. Isn't that a great plan?"

"Your never get away with it. What you are going to do with all those bodies?" Pinky hesitated a few seconds before answering.

"All well I can tell you. It's not like you're going to be around much longer anyway. Remember Kabuto the human from a few weeks ago that befriended us. I actually found him before Fluttershy. I was going to kill him and use him for my cupcakes but before I could he threw me to the ground like a rag doll and nearly killed me. We both realized however that we could benefit from each other. It turns out that he works for this guy Orochimaru. He is experimenting on pony magic in hopes of creating new magic of his own to take over a place in his world called the Hidden Leaf Village. That's where I come in. I give him my victims' bodies and he gives me human meat. It's a beautiful friendship."

"How do you get to Kabuto's world?"

"There both here, but I have never actually seen Orochimaru. I just meet some of his troops at our meeting points and we make the trade." Pinky was about to continue onto another subject when she noticed Rainbow had passed out again. "She's such a baby." Pinky said annoyed, as she plunged the adrenaline needle into Rainbow's chest again. Rainbow moaned weakly and opened her eyes.

"Pinky." She said weakly.

"What is it now?!" Pinky yelled.

"I want to go home." Rainbow replied sobbing.

"I'm sure you do Dash, but you can't die until the final round is over which is going to happen soon." Rainbow was in so much pain she was actually happy to hear that. She just wanted the pain to end. Pinky pulled another needle out of the medical bag and started to approach Dash. Pinky suddenly screamed in pain and fell to the floor.

"What!" Pinky screamed in horror as she looked at the two spikes sticking out of her back hoofs. She looked at her fur which was chaired and burned, intense pain started to shoot through her body. Fear shot through Pinky as she examined her wounds which were identical to the ones she had inflected on Rainbow Dash. The only exception was the wings. Pinky scanned the room in a panic wondering what was happening, and then she saw a shadow drop into the darkness. Pinky's feeling of pain quickly turned to anger as a figure stood up in the darkness, and a pair of red eyes stared into hers.

"So your Orochimaru's puppet in this world." Itachi taunted.

"Who are you!" Pinky demined to know as smoke came out of her nostrils. "What did you do to me!" Rainbow could not believe what she was seeing. She tried to focus in on what was going on through the haze of pain and tears. This being had red clouds on his black cloak. Was he a sky god that had come to save her? Was this death coming for them both, or was he just a hallucination caused by the electrocution?

"How does it feel to be used and played with for one own amusement?" Itachi asked. "Tell me the location of Orochimaru and I'll end you suffering." Pinky slow reached for the ax which was lying next to her.

"I'll tell you nothing." Pinky screamed. "You ruined my fun! You ruined my fur, and you ruined my cupcakes!" Pinky picked up the ax and charged Itachi. Itachi didn't even flinch he just flicked his left wrist and launched a kunai at Pinky. Seconds later the kunai struck its target sinking deep into Pinky's skull. Rainbow sighed it relief as Pinky's body fell to the ground. It convulsed for a few seconds then laid still. Rainbow's eyes widen as Itachi turned his sight to her. Rainbow now recognized him as the same species as Kabuto, but she really did not know what to think. He had saved her, but at the same time he did not look like the kind of person that just went around making friends. She was not even sure if she wanted to be recused at this point, the pain she was feeling was almost unbearable and her wings were gone. Without saying a word Itachi lunched four kunai at her. She closed her eyes.

"At least my suffering will end." She thought. Rainbow heard the kunai connect, and the next thing she knew she was beginning to fall. She opened her eyes to see kunai embedded in the wood near her front legs. The straps had been cut. The strap around her head gave why. She fell forward and hit the ground. Rainbow groaned in pain from the fall, and then she realized that was the only pain she was feeling. She looked at the fur on her front legs and to her surprise they were unburned. Her eyes lit up as she looked over her shoulder.

"My wings!" she said happily, seeing they were still attached. In fact there was not a mark on her body. A feeling of confusion soon came over her because she knew that for the last hour Pinky had been torturing her. In her mined she could still remember and could still feel every wound Pinky had inflicted on her. She got up and looked at Itachi who was collecting the kunai he had thrown.

"Who? How?" She asked in a very confused voice. Itachi said nothing, he just closed his eyes and a few seconds later opened them. Instantly Rainbow's head was filled with visions of a place she never heard of before, but somehow she knew it was called Konoha. Then she was at a different location and saw the being in front of her whose name she now knew was Itachi cut off the hand of the white serpent Orochimaru. The next thing she knew she was back in Ponyville square.

"How did I get here?" She asked herself. A few seconds later the ponies around her started to run in fear. The sky turned blood red and bodies of ponies started to fall in front of her, then she saw both worlds at once. Nothing but death and destruction remained of both of them. Orochimaru faces appeared before her and serpents came out of his mouth and started striking her. Rainbow then snapped out of the vison and was back in Pinky's torture chamber. The vision and the mental pain from Pinky was too much for Rainbow's mind. She held her head screaming and black out. The last thing she saw was Itachi disappearing back into the shadows.


End file.
